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Status: Please note you should read all Brexit changes to the FCA Handbook and BTS alongside the main FCA transitional directions. Where these directions apply the 'standstill', firms have the choice between complying with the pre-IP completion day rules, or the post-IP completion day rules. To see a full list of Handbook modules affected, please see Annex B to the main FCA transitional directions.

control

      1. 47(1) (except67 in (2)67 and (2A)118) (in relation to the acquisition, increase or reduction of control of a firm) the relationship between a person and the firm or other undertaking of which the person is a controller.47
      1. (2) (67in SYSC 8 and SYSC 1067):211676747
        1. (a) the relationship between a parent undertaking and a subsidiary, in all cases referred to in articles 22(1) and (2) of the Accounting Directive; or211
        1. (b) a similar relationship between any natural or legal person and an undertaking.211

    [Note: article 4(1)(35)(b)211

    of MiFID]47

      1. (2A) (in relation to a management company carrying on collective portfolio management or an AIFM143) control as defined in articles 1 and 2 of the Seventh Council Directive 83/349/EEC (The Seventh Company Law Directive).118
      1. (3) (except in (2) and (2A))118 (in accordance with section 182 of the Act) a controller ("A") (whether acting alone or in concert) increases control over a firm ("B") when:
        1. (a) the percentage of shares A holds in B or a parent undertaking ("P") of B increases by any of the following steps:
          1. (i) from less than 20% to 20% or more;
          1. (ii) from less than 30% to 30% or more;
          1. (iii) from less than 50% to 50% or more;
        1. (b) the percentage of voting power A holds in B or P increases by any of the steps mentioned above; or
        1. (c) A becomes a parent undertaking of B.
      1. (4) (except in (2) and (2A))118 (in accordance with section 183 of the Act) a controller ("A") (whether alone or acting in concert) reduces control over a firm ("B") whenever:
        1. (a) the percentage of shares which A holds in B or a parent undertaking ("P") of B decreases by any of the following steps:
          1. (i) from 50% or more to less than 50%;
          1. (ii) from 30% or more to less than 30%;
          1. (iii) from 20% or more to less than 20%;
        1. (b) the percentage of voting power which A holds in B or P decreases by any of the steps mentioned above; or
        1. (c) A ceases to be a parent undertaking of B.
      1. (5) (except in (2) and (2A))118 (in accordance with section 183 of the Act) a controller ("A") (whether acting alone or in concert) ceases to have control over a firm ("B") if A ceases to hold any of the following:
        1. (a) 10% or more of the shares in B or a parent undertaking ("P") of B;
        1. (b) 10% or more of the voting power in B or P;
        1. (c) shares or voting power in B or in P as a result of which A is able to exercise significant influence over the management of B.
      1. (6) (for the purposes of the calculations in (3) to (5)) the holding of shares or voting power by a person ("A1") includes any shares or voting power held by another ("A2") if A1 and A2 are acting in concert.86